Terms and Conditions

1. Definitions

The following capitalised terms have the meanings set out below throughout this Agreement. Key defined terms include: Agreement (this Terms and Conditions Agreement and all Order Forms, Appendices, SOWs, DPAs, and BAAs); Authorized Users (individuals permitted to access the Services under Customer’s account); Confidential Information (non-public information disclosed by either party); Customer Data (content, documents, and other information uploaded or processed through the Services); Documentation (DecoverAI’s published technical documentation); Feedback (suggestions, comments, or ideas provided by Customer); Inputs (data or content submitted to the AI features); IP Rights (intellectual property rights); Malicious Code (viruses, worms, malware, or other harmful code); Order Form (a mutually executed commercial order document); Output Content (AI-generated outputs); Privileged Information (attorney-client or work-product privileged materials); Services (the DecoverAI platform, software, APIs, and related services); Subscription Term (the period during which Customer is subscribed); and Usage Data (anonymized metrics about Customer’s use of the Services).

2. License Grant and Restrictions

2.1 License Grant

Subject to the terms of this Agreement and payment of all applicable fees, DecoverAI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Services solely for Customer’s internal legal business operations, and to permit Authorized Users to do the same.

2.2 Authorized User Seats

The number of Authorized Users permitted is limited to the number of seats specified in the applicable Order Form. Customer may add seats by executing a written amendment. Customer shall promptly deactivate access for any individual who is no longer an Authorized User.

2.3 Restrictions

Customer shall not, and shall ensure that Authorized Users do not, directly or indirectly:

• Copy, reproduce, modify, translate, adapt, or create derivative works of any portion of the Services;
• Reverse engineer, decompile, disassemble, decode, adapt, or attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services;
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Services for the benefit of any third party;
• Remove or alter any proprietary notices, labels, trademarks, or watermarks;
• Use the Services to build a competitive product or for benchmarking or competitive analysis;
• Store or transmit Malicious Code or content that infringes third-party rights;
• Access the Services by means other than DecoverAI’s provided interfaces, including automated scraping or crawling;
• Attempt to probe, scan, or test the vulnerability of the Services or interfere with their operation in any way;
• Use the Services in violation of applicable law, including applicable professional responsibility rules and bar regulations.

2.4 Government Use Rights

The Services and Documentation are “commercial items” as defined in FAR Section 2.101, and constitute “commercial computer software” and “commercial computer software documentation” as defined in DFAR Section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is governed solely by the terms of this Agreement. Customer shall not remove or export the Services or any related technology in violation of applicable U.S. export control laws.

2.5 Professional Responsibility

Customer is solely responsible for ensuring its use of the Services complies with all applicable Rules of Professional Conduct, including duties of competence (ABA Model Rule 1.1), confidentiality (ABA Model Rule 1.6), and supervision. The Services are productivity tools and do not constitute legal advice. Customer is solely responsible for supervising and verifying all AI-generated outputs before professional reliance, including legal research results, document analysis, and case summaries.

2.6 Beta Features

DecoverAI may make certain beta or early-access features available from time to time. Such features are provided “as is”, without warranties, and may be discontinued at any time. Customer’s use of beta features is at its sole risk.

3. Registration, Accounts, and Security

3.1 Registration

Customer shall provide accurate, complete, and current information during registration and shall promptly update such information as necessary.

3.2 Administrator Account

Customer shall designate at least one system administrator responsible for managing Authorized User access, account settings, and communications with DecoverAI support. The administrator shall have full authority to bind Customer with respect to account management decisions made through the Customer Portal.

3.3 Credential Security

Customer and each Authorized User are responsible for maintaining the confidentiality of login credentials. Customer agrees to: (a) immediately notify DecoverAI at security@decover.ai upon discovering any unauthorised access or suspected breach; (b) ensure credentials are not shared among multiple individuals; (c) enforce multi-factor authentication (“MFA”) when made available; and (d) implement reasonable controls governing access to the Services.

3.4 Account Liability

Customer is solely responsible for all activities occurring under its account and under any Authorized User accounts, whether or not authorised by Customer.

3.5 Breach Notification

DecoverAI maintains a security incident response programme and will notify Customer of any confirmed security breach affecting Customer Data within seventy-two (72) hours of DecoverAI’s confirmation, to the extent permitted by applicable law.

3.6 Non-Transfer of Access Rights

Customer shall ensure that neither it nor any Authorized User transfers any username, login credential, or right to use the Services to any third party. Any such transfer shall be null and void and may result in immediate termination of the affected access.

4. Enterprise Customer Obligations

4.1 Authorized User Compliance

Customer shall ensure that all Authorized Users have reviewed and agreed to usage terms consistent with this Agreement prior to accessing the Services, and that they use the Services only in accordance with this Agreement and applicable law. Customer shall promptly revoke access for any Authorized User upon termination of their employment or authorisation.

4.2 Responsibility for Users

Customer is responsible and liable for any breach of this Agreement by its Authorized Users to the same extent as if Customer had committed the breach directly.

4.3 Access Logs

DecoverAI maintains access and activity logs for security and compliance purposes. Customer may request logs pertaining to its account by written request to support@decover.ai. DecoverAI retains such logs for a minimum of twelve (12) months.

4.4 Client Consent and Ethics

To the extent Customer uploads client information or materials subject to attorney-client privilege or third-party privacy rights, Customer represents and warrants that: (a) it has authority to upload such information; (b) such upload does not violate any court order or applicable rule of professional conduct; and (c) it has obtained any client consent required under applicable bar rules or ethics opinions governing cloud-based legal technology.

5. Fees, Payment, and Billing

5.1 Subscription Fees

Customer shall pay all fees specified in the applicable Order Form in accordance with the payment terms set out therein. All fees are payable in United States Dollars and are non-refundable except as expressly provided in Sections 8.5 and 14.3.

5.2 Service Capacity and Overages

Customer’s subscription includes the service capacity specified in the Order Form (storage limits, Authorized Users, monthly usage volumes). If Customer’s use exceeds the Service Capacity, Customer shall pay for such excess usage at the overage rates set out in the Order Form or, if none are specified, at DecoverAI’s then-current standard rates. DecoverAI may suspend or throttle access upon material, continued exceedance of Service Capacity.

5.3 Invoicing and Payment

Unless otherwise stated in an Order Form: (a) DecoverAI shall invoice Customer annually in advance; (b) all invoices are due and payable within thirty (30) days of the invoice date; and (c) payment shall be made via ACH transfer, wire transfer, or credit card as agreed.

5.4 Late Payment

Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. DecoverAI may suspend access upon fifteen (15) days’ written notice if any undisputed invoice remains unpaid beyond sixty (60) days of the due date.

5.5 Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. Customer is solely responsible for all such taxes. If DecoverAI is required to pay or collect any taxes, these will be invoiced to Customer, unless Customer provides a valid tax exemption certificate in advance.

5.6 Fee Adjustments

DecoverAI reserves the right to adjust subscription fees upon no less than ninety (90) days’ prior written notice before the commencement of any Renewal Term. Customer’s continued use following such notice period constitutes acceptance. If Customer objects, it may elect not to renew in accordance with Section 6.3.

5.7 Disputed Invoices

If Customer in good faith disputes any invoice, it must notify DecoverAI in writing within fifteen (15) days of the invoice date, setting out the basis for the dispute. Customer shall pay all undisputed amounts when due. Billing inquiries should be directed to support@decover.ai.

5.8 Trials and Proofs of Concept

DecoverAI may offer a trial or proof-of-concept period at no charge (“Trial Period”) for internal evaluation on non-production data. No SLA commitments or warranties apply during a Trial Period. DecoverAI may terminate a Trial Period at any time upon written notice.

6. Subscription Term and Auto-Renewal

6.1 Initial Term

The Subscription Term commences on the Effective Date and continues for the period specified in the applicable Order Form, unless earlier terminated.

6.2 Auto-Renewal

Upon expiration of the Initial Term, and each Renewal Term thereafter, the subscription shall automatically renew for successive periods equal in length to the Initial Term, unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.

6.3 Non-Renewal Notice

Non-renewal notices must be in writing. Verbal notice is not effective. Auto-renewal fees will be charged upon the start of each Renewal Term unless timely written non-renewal notice is provided.

7. Data, Privacy, and Information Security

7.1 Data Ownership

Customer retains all right, title, and interest in and to Customer Data. DecoverAI receives only a limited, non-exclusive licence to process Customer Data solely as necessary to provide and maintain the Services, respond to support requests, and comply with legal obligations.

7.2 Data Processing Agreement

To the extent the Services involve processing of Personal Data on Customer’s behalf, the parties shall execute a Data Processing Agreement (“DPA”) prior to submission of any Personal Data. The DPA is incorporated into this Agreement by reference and controls in the event of any conflict with respect to privacy or data protection matters.

7.3 Privileged and Confidential Legal Materials

DecoverAI treats all Customer Data as Confidential Information, implements appropriate technical and organisational measures to protect it, and will not disclose it to third parties except as set out in this Agreement or as required by law. Nothing in this Agreement constitutes a waiver of any legal privilege or protection applicable to Customer Data.

7.4 Security Standards

DecoverAI’s information security programme includes, at a minimum:

• Encryption of Customer Data in transit using TLS 1.2 or higher;
• Encryption of Customer Data at rest using AES-256 or equivalent;
• Role-based access controls and principle of least privilege for DecoverAI personnel;
• Regular penetration testing and vulnerability scanning by independent third parties;
• SOC 2 Type II compliance, with audit reports available upon written request subject to a confidentiality agreement;
• HIPAA-compliant infrastructure for customers who execute a Business Associate Agreement (“BAA”);
• Incident response procedures providing for notification of confirmed breaches as set out in Section 3.5.

7.5 Subprocessors

DecoverAI may engage third-party subprocessors to assist in providing the Services. DecoverAI maintains a current list of subprocessors at trust.decover.ai, imposes data protection obligations on them no less stringent than those in this Agreement, and provides Customer with thirty (30) days’ prior written notice before adding any new subprocessor that will process Customer Data.

7.6 Input Licence

Customer grants DecoverAI a non-exclusive, worldwide, sublicensable, royalty-free licence to use Inputs, together with Customer Data, solely to: (a) provide and operate the Services; (b) address or prevent technical problems; and (c) comply with applicable legal obligations. This licence does not permit use of Inputs or Customer Data for any commercial purpose unrelated to the Services without Customer’s prior written consent.

7.7 Customer Data Removal

Customer may request removal of its Customer Data from the Services at any time by submitting a written request to support@decover.ai. DecoverAI will process such requests within thirty (30) days. Such removal does not affect Customer’s obligation to pay fees for the remainder of the Subscription Term.

7.8 Usage Data

DecoverAI collects Usage Data related to Customer’s use of the Services (including number of prompts per user, frequency of use, and chat mode utilisation). Usage Data is DecoverAI’s Confidential Information. DecoverAI grants Customer a non-exclusive, revocable licence to view and use Customer’s own Usage Data for internal business purposes. DecoverAI may disclose Usage Data to third parties only in aggregated and de-identified form, or as necessary to provision the Services.

7.9 No Training on Customer Data

DecoverAI will not use Customer Data or Inputs to train, fine-tune, or improve any artificial intelligence or machine learning model without Customer’s prior written consent. DecoverAI’s AI models are trained exclusively on licensed datasets and public information sources.

7.10 Data Retention and Deletion

Customer Data is retained for the duration of the Subscription Term and for thirty (30) days thereafter, during which Customer may export its data. Following that period, DecoverAI will irreversibly delete or destroy all Customer Data, except to the extent retention is required by applicable law. Upon request, DecoverAI will provide written certification of deletion.

7.11 Right to Audit

Upon no less than thirty (30) days’ prior written notice and no more than once per calendar year, Customer may, at its own expense, audit DecoverAI’s security controls as they relate to Customer Data. Audits shall be conducted during normal business hours without unreasonably disrupting DecoverAI’s operations. DecoverAI may satisfy this obligation by providing its most recent SOC 2 Type II report and third-party penetration testing summary.

8. Termination

8.1 Termination for Convenience

Either party may terminate this Agreement or any Order Form for convenience by providing sixty (60) days’ prior written notice. Customer remains liable for all fees due through the end of the then-current Subscription Term unless otherwise agreed in the applicable Order Form.

8.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; (b) the other party becomes insolvent or subject to bankruptcy proceedings not dismissed within sixty (60) days; or (c) the other party commits a material breach incapable of cure.

8.3 Termination for Non-Renewal

Either party may terminate by providing timely non-renewal notice in accordance with Section 6.3. Customer’s access will cease at the end of the then-current Subscription Term.

8.4 Effect of Termination

Upon expiration or termination for any reason: all licences terminate immediately; Customer shall cease all use of the Services; all outstanding fees become immediately due and payable; each party shall return or destroy the other’s Confidential Information upon request; and Customer shall have thirty (30) days to export its Customer Data before DecoverAI deletes it in accordance with Section 7.10.

8.5 Refunds

Fees paid are generally non-refundable. If DecoverAI terminates this Agreement for a reason other than Customer’s breach, DecoverAI shall provide a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

8.6 Survival

The following Sections survive termination: 1 (Definitions), 5 (Fees — accrued amounts), 7.3 (Privileged Materials), 8.4 (Effect of Termination), 9 (Intellectual Property), 10 (Confidentiality), 11 (Warranties — pre-termination), 12 (Indemnification), 13 (Limitation of Liability), 15 (Dispute Resolution), and 16 (General Provisions).

9. Intellectual Property

9.1 DecoverAI IP

DecoverAI owns and retains all right, title, and interest in and to the Services, Software, Documentation, and all underlying technology, algorithms, models, and methodologies, including all enhancements and improvements. Nothing in this Agreement transfers any ownership right in DecoverAI’s IP to Customer.

9.2 Customer IP

Customer owns and retains all right, title, and interest in and to Customer Data and all IP Rights therein. Nothing in this Agreement transfers any ownership right in Customer Data to DecoverAI.

9.3 Feedback

Customer hereby irrevocably assigns to DecoverAI all right, title, and interest in any Feedback provided, including all IP Rights. DecoverAI may use Feedback for any purpose without obligation to Customer.

9.4 Output Content

Output Content is provided to Customer for internal use. Output Content may be similar to content generated for other customers; DecoverAI makes no claim of exclusivity. Customer remains solely responsible for reviewing, verifying, and supervising all Output Content before any professional use. In light of the nature of artificial intelligence, Output Content may not always be unique or accurate.

9.5 Open Source

The Services may include open source software components, each subject to its own licence terms. A list of material open source components is available upon written request.

10. Confidentiality

10.1 Obligations

Each party (“Receiving Party”) shall: (a) hold all Confidential Information of the other party (“Disclosing Party”) in strict confidence, using at least the same degree of care it applies to its own confidential information (and no less than reasonable care); (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) disclose Confidential Information only to those with a need to know who are bound by confidentiality obligations no less stringent than those set out herein.

10.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

10.3 Compelled Disclosure

If required by law or court order to disclose Confidential Information, the Receiving Party shall: (a) provide prompt written notice where legally permissible; (b) cooperate in seeking a protective order; and (c) disclose only what is legally required.

10.4 Privileged Information

Customer Data constituting Privileged Information is afforded the highest level of protection. DecoverAI personnel are instructed not to review Customer Data except as strictly necessary to provide technical support and only with Customer’s prior authorisation. All DecoverAI personnel with potential access to Customer Data are bound by written confidentiality obligations.

10.5 Duration

Confidentiality obligations continue for five (5) years following expiration or termination of this Agreement. Obligations with respect to trade secrets continue indefinitely for so long as the information qualifies as a trade secret.

11. Representations and Warranties

11.1 Mutual Representations

Each party represents and warrants that: (a) it is duly organised, validly existing, and in good standing; (b) it has the full legal right, power, and authority to execute and perform this Agreement; and (c) it will comply with all applicable laws and regulations.

11.2 DecoverAI Warranties

DecoverAI represents and warrants that: (a) the Services will perform materially in accordance with the Documentation; (b) DecoverAI will implement and maintain commercially reasonable safeguards to protect Customer Data; (c) DecoverAI has all necessary rights to provide the Services and grant the licences set out herein; (d) the Services do not infringe any third-party IP Rights known to DecoverAI; (e) DecoverAI will provide the Services in a professional and workmanlike manner; and (f) DecoverAI maintains SOC 2 Type II certification.

11.3 Customer Warranties

Customer represents and warrants that: (a) it has all necessary rights and permissions to submit Customer Data; (b) its use of the Services and Customer Data does not violate any applicable law or third-party rights; (c) Customer Data does not contain any Malicious Code; and (d) it will not use the Services in any manner that violates applicable professional responsibility rules.

11.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DECOVERAI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DECOVERAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES. THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL JUDGMENT, AND NO CONTENT GENERATED BY THE SERVICES CONSTITUTES LEGAL ADVICE.

12. Indemnification

12.1 Indemnification by DecoverAI

DecoverAI shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that the Services, as provided by DecoverAI and used in accordance with this Agreement, infringe or misappropriate any patent, copyright, trademark, or trade secret of a third party. Customer shall: (a) promptly notify DecoverAI of the claim; (b) grant DecoverAI sole control of the defence; and (c) provide reasonable cooperation.

12.2 IP Claim Remedies

If the Services are the subject of an IP claim, DecoverAI may, at its option: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate Customer’s access to the affected Services and provide a pro-rata refund of prepaid fees.

12.3 Exclusions from IP Indemnity

DecoverAI’s indemnification obligation does not apply to claims arising from: (a) Customer Data; (b) Customer’s modification of the Services; (c) combination with products not provided or authorised by DecoverAI; (d) use of the Services in breach of this Agreement; or (e) continued use after notification of an infringement concern.

12.4 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless DecoverAI and its officers, directors, employees, and agents from and against any third-party claim arising out of or relating to: (a) Customer Data; (b) Customer’s or any Authorized User’s breach of this Agreement; (c) Customer’s violation of applicable professional responsibility rules; (d) Customer’s unauthorised use of the Services; or (e) Customer’s negligence or wilful misconduct.

12.5 Indemnification Procedure

The Indemnified Party shall: (a) promptly notify the indemnifying party in writing; (b) grant sole control of the defence and settlement (provided that no settlement imposing obligations on the Indemnified Party shall be agreed without its prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY.

13.2 Liability Cap

EXCEPT AS SET FORTH IN SECTION 13.3, EACH PARTY’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DECOVERAI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exceptions

The limitations in Sections 13.1 and 13.2 do not apply to: (a) Customer’s indemnification obligations under Section 12.4; (b) either party’s breach of confidentiality obligations under Section 10; (c) either party’s gross negligence or wilful misconduct; (d) DecoverAI’s indemnification obligations under Section 12.1; (e) Customer’s breach of licence restrictions in Section 2.3; or (f) liability that cannot be limited under applicable law.

13.4 Essential Basis

The parties acknowledge that the limitations of liability in this Section 13 are an essential element of the bargain between the parties, without which DecoverAI would not have entered into this Agreement.

13.5 AI Output Disclaimer

DECOVERAI SHALL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INCORRECT, INACCURATE, OR HALLUCINATED INFORMATION GENERATED BY THE SERVICES’ ARTIFICIAL INTELLIGENCE FEATURES, INCLUDING LEGAL RESEARCH SUMMARIES, CASE CITATIONS, REGULATORY REFERENCES, OR DOCUMENT ANALYSIS. ALL AI-GENERATED OUTPUTS MUST BE INDEPENDENTLY REVIEWED AND VERIFIED BY A LICENSED ATTORNEY BEFORE ANY PROFESSIONAL RELIANCE THEREON. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON UNVERIFIED AI-GENERATED OUTPUT.

14. Service Level Agreement

14.1 Uptime Commitment

DecoverAI commits to Service availability of no less than 99.9% of time in any given calendar month (the “Uptime SLA”), excluding Scheduled Maintenance and events outside DecoverAI’s reasonable control.

14.2 Scheduled Maintenance

DecoverAI performs scheduled maintenance during low-traffic windows (typically 12:00 a.m. – 5:00 a.m. Pacific Time on weekends) with no less than seventy-two (72) hours’ prior written notice via email and the status page at status.decover.ai. Scheduled Maintenance does not count against the Uptime SLA.

14.3 Service Credits

If DecoverAI fails to meet the Uptime SLA in any calendar month, Customer’s sole and exclusive remedy is a service credit applied to future invoices, as specified in the applicable Order Form. Service credits must be requested within thirty (30) days of the end of the affected calendar month and are not transferable or redeemable for cash.

14.4 Support

DecoverAI provides tiered support based on Customer’s subscription plan, including Standard, Professional, and Enterprise tiers with response times, dedicated Customer Success Manager, and uptime SLA as specified in the applicable Order Form. Contact support@decover.ai for assistance.

15. Dispute Resolution and Governing Law

15.1 Governing Law

This Agreement is governed by the laws of the State of California, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal Resolution

Before initiating any formal proceeding, each party agrees to contact DecoverAI first at legal@decover.ai and attempt to resolve the dispute informally by providing written notice describing the dispute and proposed resolution. The parties shall negotiate in good faith for sixty (60) days following such notice before commencing formal proceedings.

15.3 Binding Arbitration

Except for claims for injunctive or equitable relief, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules, with the following terms:

• A single arbitrator with experience in commercial technology contracts;
• Seat of arbitration: San Mateo County, California;
• Proceedings conducted in English;
• The arbitrator’s decision is final and binding and may be entered as a judgment in any court of competent jurisdiction;
• The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, unless the arbitrator determines otherwise;
• The award rendered shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for experts and witnesses.

15.4 Class Action Waiver

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. YOU AND DECOVERAI EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS.

15.5 Equitable Relief

Either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including unauthorised use of IP or breach of confidentiality. The parties consent to exclusive jurisdiction in the state and federal courts in San Mateo County, California for such purposes.

15.6 Statute of Limitations

Any claim or cause of action arising out of or related to this Agreement must be filed within two (2) years after it arose, or be permanently barred.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with all Order Forms, Appendices, SOWs, DPAs, and BAAs, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter. In the event of conflict between this Agreement and any Order Form, the Order Form controls solely with respect to the commercial terms therein.

16.2 Amendments

DecoverAI reserves the right to modify this Agreement at any time. For material changes, DecoverAI will provide no less than thirty (30) days’ prior written notice via email or in-product notification. Continued use after the effective date of any modification constitutes acceptance. If Customer objects, it may terminate with a pro-rata refund of prepaid fees by providing written notice within twenty (20) days of notification.

16.3 Assignment

Neither party may assign this Agreement without the other’s prior written consent, not to be unreasonably withheld; provided that either party may assign without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is null and void.

16.4 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16.5 Waiver

The failure of either party to enforce any right or provision shall not constitute a waiver. Any waiver must be in writing signed by an authorised representative.

16.6 Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, or widespread Internet outages. If a force majeure event persists for more than sixty (60) days, either party may terminate the affected Order Form with a pro-rata refund of prepaid fees.

16.7 Notices

All notices must be in writing and are deemed delivered when: (a) personally delivered; (b) sent by nationally recognised overnight courier; (c) sent by certified mail, return receipt requested; or (d) sent by email with confirmation of receipt. Notices to DecoverAI: Legal Department, DecoverHQ, Inc., 333 W San Carlos St, San Jose, CA 95110; legal@decover.ai.

16.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing herein creates any third-party beneficiary rights.

16.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

16.10 Export Compliance

Customer shall comply with all applicable U.S. and foreign export control and economic sanctions laws, including the Export Administration Regulations and sanctions programmes administered by OFAC. Customer represents that it is not on any U.S. government denied-party list and shall not permit any Authorized User to access the Services from a sanctioned country or territory.

16.11 Anti-Corruption

Each party agrees to comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

16.12 Publicity and Press Release

The parties shall work together in good faith to issue at least one mutually agreed-upon press release within ninety (90) days of the Effective Date. Customer otherwise agrees to reasonably cooperate with DecoverAI to serve as a reference account upon request.

16.13 Customer Logo and Testimonial Licence

Customer grants DecoverAI a royalty-free, non-exclusive, worldwide licence to use Customer’s name, likeness, and logo solely for: (a) identifying Customer as a DecoverAI customer; and (b) presenting Customer-approved testimonials, use cases, and promotional content. Customer may revoke this licence upon thirty (30) days’ written notice.

16.14 Email Communications

Customer’s registration constitutes consent to receive email communications from DecoverAI, including account management, product updates, and customer service matters. Customer may opt out of non-essential marketing communications at any time by following the unsubscribe instructions or contacting support@decover.ai. Transactional and account-related notifications will continue.

16.15 Prevailing Party Fees

In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees from the non-prevailing party.

16.16 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each deemed an original. Electronic signatures (including DocuSign or similar platforms) are valid and binding to the same extent as original signatures.

16.17 Headings

Section headings are for convenience only and do not affect the interpretation of this Agreement.

Appendix A — Services Description

The following describes the core Services made available under this Agreement. Additional Services, features, and modules may be specified in an applicable Order Form.

• Document Management: Upload, organise, and manage legal documents and case files with enterprise-grade security and access controls.
• Evidentiary Analysis: Semantic and lexical search across legal documents, dockets, and case materials to surface relevant evidence and support case strategy.
• Document Review: AI-assisted review for relevance detection, privilege assessment, and privilege log creation to accelerate discovery workflows.
• Production Tools: Automated production setup and redaction capabilities for eDiscovery workflows.
• Integrations: Connectors to document management systems, email platforms, and cloud storage providers as specified in the applicable Order Form.
• Customer Support: Account management and technical support at the tier specified in the applicable Order Form.

Questions about these Terms? Contact us at legal@decover.ai or visit our Trust Center at trust.decover.ai.